CTO Realty Growth (CTO) director granted 779 shares instead of $16,250 cash fees

Rhea-AI Filing Summary

CTO Realty Growth director Christopher J. Drew received a stock grant as compensation. He acquired 779 shares of common stock at an implied price of $20.8345 per share, issued in lieu of his second-quarter 2026 board retainer fee of $12,500 and committee fees of $3,750.

Following this compensation-related grant, he directly holds 28,183 shares of CTO Realty Growth common stock. The grant was made under the company’s Non-Employee Director Compensation Policy, which uses the 20-day trailing average closing price as of the last business day of the quarter to determine the number of shares.

Insider Trade Summary

Net Buyer: 779 shares

Net Buy 1 txn

Insider Drew Christopher J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	779	$20.8345	$16K

Holdings After Transaction: Common Stock — 28,183 shares (Direct)

Footnotes (1)

1. F1. These shares were issued to the Reporting Person in lieu of his 2nd quarter 2026 board retainer fee of $12,500 and committee retainer fees of $3,750 pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") adopted by the Issuer's board of directors on February 27, 2019 (last amended February 14, 2024). Pursuant to the Policy, the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price as of the last business day of the calendar quarter, or $20.83450.

Key Figures

Shares granted: 779 shares Implied grant price: $20.8345 per share Board retainer fee: $12,500 +2 more

5 metrics

Shares granted 779 shares Common stock grant in lieu of Q2 2026 board and committee fees

Implied grant price $20.8345 per share 20-day trailing average closing price as of last business day of quarter

Board retainer fee $12,500 Second-quarter 2026 board retainer replaced by stock grant

Committee retainer fees $3,750 Second-quarter 2026 committee retainers replaced by stock grant

Shares held after grant 28,183 shares Total direct CTO Realty Growth common stock holdings post-transaction

Key Terms

Non-Employee Director Compensation Policy, board retainer fee, committee retainer fees, 20-day trailing average closing price

4 terms

Non-Employee Director Compensation Policy financial

"pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") adopted"

board retainer fee financial

"in lieu of his 2nd quarter 2026 board retainer fee of $12,500"

committee retainer fees financial

"and committee retainer fees of $3,750 pursuant to the Issuer's"

20-day trailing average closing price financial

"the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price"

FAQ

What insider transaction did CTO director Christopher J. Drew report on this Form 4 for CTO?

Christopher J. Drew reported receiving 779 CTO Realty Growth common shares as a compensation grant. The shares were issued instead of cash board and committee retainers for second-quarter 2026, reflecting standard non-employee director compensation rather than an open-market stock purchase or sale.

What was the implied share price for the CTO stock granted to Christopher J. Drew?

The implied share price for the grant was $20.8345 per CTO Realty Growth share. This price was calculated using the 20-day trailing average closing price as of the last business day of the calendar quarter, consistent with the company’s Non-Employee Director Compensation Policy.

How many CTO Realty Growth shares does Christopher J. Drew hold after this Form 4 transaction?

After the grant, Christopher J. Drew directly holds 28,183 CTO Realty Growth common shares. This total includes the 779 shares issued as non-cash compensation for his second-quarter 2026 board and committee retainer fees under the company’s Non-Employee Director Compensation Policy.

Was the CTO Form 4 transaction a market purchase or sale of shares?

The Form 4 transaction was not a market purchase or sale. The 779 CTO Realty Growth shares were granted as compensation in lieu of cash retainers, categorized as a grant, award, or other acquisition rather than an open-market trade by the director.

What fees were replaced by stock in Christopher J. Drew’s CTO compensation grant?

The stock grant replaced a $12,500 second-quarter 2026 board retainer and $3,750 in committee retainer fees. Instead of receiving $16,250 in cash, Christopher J. Drew received 779 CTO Realty Growth common shares determined under the Non-Employee Director Compensation Policy.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:31 PM Accepted by SEC EDGAR 07/01/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drew Christopher J

(Last) (First) (Middle)

1140 N. WILLIAMSON BLVD.

SUITE 140

(Street)

DAYTONA BEACH FLORIDA 32114

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CTO Realty Growth, Inc. [ CTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		A		779	A	$20.8345(1)	28,183	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were issued to the Reporting Person in lieu of his 2nd quarter 2026 board retainer fee of $12,500 and committee retainer fees of $3,750 pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") adopted by the Issuer's board of directors on February 27, 2019 (last amended February 14, 2024). Pursuant to the Policy, the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price as of the last business day of the calendar quarter, or $20.83450.

	/s/ Daniel E. Smith, attorney-in-fact for Christopher J. Drew	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)